COMMODITY-LINKED SECURITIES

The following asset terms shall, subject to the relevant General Conditions and the provisions of the relevant Final Terms, apply to Securities if stated in the Final Terms to be “Commodity-linked”.

1

Definitions

“Averaging Date” means, subject as provided in Asset Term 2, each date so specified in the Final Terms.

“Bullion” means Gold, Silver, Platinum or Palladium, as the case may be.

“Bullion Reference Dealers” means, with respect to any Bullion for which the relevant Commodity Reference Price is “Commodity Reference Dealers”, the four major dealers that are the members of the LBMA specified in the Final Terms, or if no such Bullion Reference Dealers are specified, selected by the Calculation Agent, in each case, acting through their principal London offices.

“Commodity” means each commodity specified in the Final Terms.

“Commodity Business Day” means (a) in respect of any Commodity (other than Bullion) for which the Commodity Reference Price is a price announced or published by an Exchange, a day that is (or, but for the occurrence of a Market Disruption Event, would have been) a day on which that Exchange is open for trading during its regular trading session, notwithstanding any such Exchange closing prior to its scheduled closing time; (b) in respect of any Commodity (other than Bullion)) for which the Commodity Reference Price is not a price announced or published by an Exchange, a day in respect of which the relevant Price Source published (or, but for the occurrence of a Market Disruption Event, would have published) a price; and (c) in respect of any Commodity which is Bullion, any day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in London and New York and in such location as the Issuer may determine to be the place where payment would be or is to be made for such Bullion under any related hedging arrangements.

“Commodity Reference Dealers” means that the price for a date will be determined on the basis of quotations provided by Reference Dealers or Bullion Reference Dealers on that date of that day’s Specified Price for a unit of the relevant Commodity for delivery on the Delivery Date, if applicable. If four quotations are provided as requested, the price for that date will be the arithmetic mean of the Specified Prices for that Commodity provided by each Reference Dealer or Bullion Reference Dealer, without regard to the Specified Prices having the highest and lowest values. If exactly three quotations are provided as requested, the price for that date will be the Specified Price provided by the relevant Reference Dealer or Bullion Reference Dealer that remains after disregarding the Specified Prices having the highest and lowest values. For this purpose, if more than one quotation has the same highest value and lowest value, then the Specified Price of one of such quotations shall be disregarded. If fewer than three quotations are provided, it will be deemed that the price for the date cannot be determined.

“Commodity Reference Price” means, in respect of a Commodity, the reference price for such Commodity or for the Futures Contract relating to such Commodity determined as specified in the Final Terms.

“Delivery Date” means, in respect of a Commodity Reference Price, the Nearby Month of expiration of the relevant Futures Contract or the relevant date or month for delivery of the underlying Commodity (which must be a date or month reported or capable of being determined from information reported in or by the relevant Price Source) as follows:

(A) if a date is, or a month and year are, specified in the Final Terms, that date or that month and year;

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(B) if a Nearby Month is specified in the Final Terms, the month of expiration of the relevant Futures Contract; and

(C) if a method is specified in the Final Terms for the purpose of determining the Delivery Date, the date or the month and year determined pursuant to that method.

“Disappearance of Commodity Reference Price” means, in relation to a Commodity Reference Price, (A) the permanent discontinuation of trading in the relevant Futures Contract on the relevant Exchange;

(B) the disappearance of, or of trading in, the relevant Commodity; or (C) the disappearance or permanent discontinuance or unavailability of a Commodity Reference Price, notwithstanding the availability of the related Price Source or the status of trading in the relevant Futures Contract or the relevant Commodity.

“Exchange” means in respect of a Commodity the exchange or principal trading market for the relevant Commodity or Futures Contract specified in the Final Terms.

“Futures Contract” means, in respect of a Commodity and a Commodity Reference Price, the contract for future delivery of a contract size in respect of the relevant Delivery Date relating to that Commodity specified in the Final Terms.

“Gold” means gold bars or unallocated gold complying with the rules of the LBMA relating to good delivery and fineness from time to time in effect.

“Initial Averaging Date” means, subject as provided in Asset Term 2, each date so specified in the Final Terms.

“Initial Setting Date” means, subject as provided in Asset Term 2, the date so specified in the Final Terms.

“Interim Valuation Date” means, subject as provided in Asset Term 2, any date so specified in the Final Terms.

“LBMA” means the London Bullion Market Association or its successor.

“LME” means London Metal Exchange Limited or its successor.

“London Gold Market” means the market in London on which members of the LBMA, among other things, quote prices for the buying and selling of Gold.

“LPPM” means the London Platinum and Palladium Market or its successor.

“Market Disruption Event” means the occurrence, with respect to any Commodity or Futures Contract, of any of Price Source Disruption, Trading Disruption, Disappearance of Commodity Reference Price, Material Change in Formula, Material Change in Content or Tax Disruption if so specified in the Final Terms or such other event as may be specified in the Final Terms.

“Material Change in Content” means, in respect of a Commodity, the occurrence since the Issue Date of a material change in the content, composition or constitution of the relevant Commodity or relevant Futures Contract.

“Material Change in Formula” means, in respect of a Commodity, the occurrence since the Issue Date of a material change in the formula for or method of calculating the relevant Commodity Reference Price.

“Nearby Month”, when preceded by an ordinal adjective, means, in respect of a date, the month of expiration of the Futures Contract identified by that ordinal adjective, so that: (i) “First Nearby Month”

means the month of expiration of the first Futures Contract to expire following that date; (ii) “Second Nearby Month” means the month of expiration of the second Futures Contract to expire following that

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date; and, for example, (iii) “Sixth Nearby Month” means the month of expiration of the sixth Futures Contract to expire following that date.

“Ounce” means, in the case of Gold, a fine troy ounce, and in the case of Silver, Platinum and Palladium, a troy ounce.

“Palladium” means palladium ingots or plate or unallocated palladium complying with the rules of the LPPM relating to good delivery and fineness from time to time in effect.

“Platinum” means platinum ingots or plate or unallocated platinum complying with the rules of the LPPM relating to good delivery and fineness from time to time in effect.

“Price Source” means, in respect of a Commodity, the publication (or such other origin of reference, including an Exchange) containing (or reporting) the Specified Price (or prices from which the Specified Price is calculated) specified in the definition of the relevant Commodity Reference Price in the Final Terms.

“Price Source Disruption” means, in respect of a Commodity or Futures Contract, (A) the failure of the relevant Price Source to announce or publish the Specified Price (or the information necessary for determining the Specified Price) for the relevant Commodity Reference Price; (B) the temporary or permanent discontinuance or unavailability of the Price Source; (C) if the Commodity Reference Price is

“Commodity Reference Dealers”, the failure to obtain at least three quotations as requested from the relevant Reference Dealers; or (D) if a Price Materiality Percentage is specified in the relevant Final Terms, the Specified Price for the relevant Commodity Reference Price differs from the Specified Price determined in accordance with the Commodity Reference Price “Commodity Reference Dealers” by such Price Materiality Percentage.

“Reference Dealers” means, in respect of a Commodity (other than Bullion) for which the Commodity Reference Price is “Commodity Reference Dealers”, the four dealers specified in the Final Terms or, if dealers are not so specified, four leading dealers in the relevant market selected by the Issuer.

“Relevant Commodity Price” means the price determined on any day for the specified Commodity Reference Price.

“Silver” means silver bars or unallocated silver complying with the rules of the LBMA relating to good delivery and fineness from time to time in effect.

“Specified Price” means, in respect of a Commodity Reference Price, any of the following prices (which must be a price reported in or by, or capable of being determined from information reported in or by, the relevant Price Source), as specified in the relevant Final Terms (and, if applicable, as of the time so specified): (A) the high price; (B) the low price; (C) the average of the high price and the low price; (D) the closing price; (E) the opening price; (F) the bid price; (G) the asked price; (H) the average of the bid price and the asked price; (I) the settlement price; (J) the official settlement price; (K) the official price; (L) the morning fixing; (M) the afternoon fixing; (N) the fixing; (O) the spot price; or (P) any other price specified in the relevant Final Terms.

“Tax Disruption” means, in respect of a Commodity, the imposition of, change in or removal of an excise, severance, sales, use, value-added, transfer, stamp, documentary, recording or similar tax on, or measured by reference to the relevant Commodity or Futures Contract (other than a tax on, or measured by reference to, overall gross or net income) by any government or taxation authority after the Issue Date, if the direct effect of such imposition, change or removal is to raise or lower the Commodity Reference Price on the day on which the Commodity Reference Price would otherwise be determined from what it would have been without that imposition, change or removal.

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“Trading Disruption” means, in respect of the relevant Commodity, the material suspension of, or the material limitation imposed on, trading in the Futures Contract or the relevant Commodity on the relevant Exchange. For these purposes:

(i) a suspension of the trading in the Futures Contract or the relevant Commodity on any Commodity Business Day shall be deemed to be material only if:

(A) all trading in the Futures Contract or the relevant Commodity is suspended for the entire day; or

(B) all trading in the Futures Contract or the relevant Commodity is suspended subsequent to the opening of trading on such day, trading does not recommence prior to the regularly scheduled close of trading in such Futures Contract or such Commodity on such day and such suspension is announced less than one hour preceding its commencement; and (ii) a limitation of trading in the Futures Contract or the relevant Commodity on any Commodity

Business Day shall be deemed to be material only if the relevant Exchange establishes limits on the range within which the price of the Futures Contract or the Commodity may fluctuate and the closing or settlement price of the Futures Contract or the Commodity on such day is at the upper or lower limit of that range.

“Valuation Date” means (other than in the case of Warrants), subject as provided in Asset Term 2, the date so specified in the Final Terms.

In the event of any inconsistency between the General Conditions and the Asset Terms, the Asset Terms will prevail. In the event of any inconsistency between the Final Terms and the General Conditions and the Asset Terms, the Final Terms will prevail.

2

Non-Business Days and Market Disruption Events

If a day in respect of which a Commodity Reference Price is to be determined is not a Commodity Business Day or is a day on which a Market Disruption Event occurs in relation to one or more Commodities, such day may be deferred, brought forward or, in respect of a day on which a Market Disruption Event occurs, omitted in respect of either just the affected Commodity or all of the Commodities, as determined by the Issuer. In the case of a Market Disruption Event, the Issuer may make its own determination of the relevant Commodity Reference Price.

In addition, if there is a Market Disruption Event in respect of a Commodity, the Issuer may make such adjustment to the calculation or definition of the relevant Commodity Reference Price or any amount payable under the Securities (which may include the substitution of a Commodity with a different commodity or commodities (irrespective of whether such commodity or commodities are then currently used for the purposes of the calculation of amounts payable under the Securities) as it may, in its discretion, determine to be appropriate. If it determines that it is unable to make such an adjustment, having given no more than 30 nor less than 15 days’ notice to Securityholders in accordance with the General Conditions, redeem the Securities at an amount determined by the Issuer as representing their fair market value on such day as the Issuer shall select in its sole and absolute discretion. The Issuer may also make such adjustments if it would be entitled to redeem or cancel the Securities under the General Conditions for reasons of Illegality.

Determinations by the Issuer pursuant to this Asset Term shall be made in good faith and in a commercially reasonable manner having regard to market practices.

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